The goal of this study is to learn how assisted living facilities (ALFs) can create an environment that maximizes satisfaction and retention of direct-care staff. The specific research aims are: (1) to understand the meaning of job satisfaction for direct-care staff in ALFs; (2) to understand how individual, socio-cultural, and environmental factors influence satisfaction and retention of direct-care staff in ALFs and the relationship between these variables; and 3) to identify successful strategies of direct-care, managerial, and administrative staff that support job satisfaction and retention of direct-care staff in ALFs. Both qualitative and quantitative methods will be utilized. A stratified random sample of 36 ALFs in Georgia will be selected to represent variation in 3 categories of facility size (16-25; 26-50; 51+ residents) and 3 areas of the state. Within these facilities, 308 direct-care staff (from 4-12 in each home) will be selected randomly for face-to-face interviews. An additional 40 staff will be purposively selected for in-depth qualitative interview. Interviews with direct-care staff will focus on their experiences and attitudes toward care giving and include a job satisfaction scale. One administrator from each home also will be interviewed to determine the facility's organizational structure and policies and procedures and the administrator's experiences and attitudes related to staffing. In addition, facility documents containing policies and procedures related to staffing will be reviewed. Qualitative data will be analyzed using the grounded theory method (Strauss & Corbin, 1990), and standard quantitative methods will be utilized for quantitative data analysis. [unreadable] Results of this study will increase our understanding of the motivations, behaviors, incentives, and barriers to professionalization of paid caregivers of older, frail persons residing in assisted living facilities. This understanding will help increase satisfaction and reduce direct-care staff shortages and turnover, thus enhancing quality of care and life of residents. [unreadable] [unreadable]